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src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md

@@ -86,22 +86,29 @@ Upon execution of this Agreement:
 
 8. **Integration Clause**: This Agreement constitutes the entire understanding among the parties concerning the subject matter hereof and supersedes all prior agreements, correspondence, memoranda, term sheets, and oral understandings relating to the Company and its governance. No representations, promises, or considerations have been made or relied upon by any party except those expressly set forth in this Agreement.
 
+
 ## Section 1.5 - Securities Law Notice
 
-THE MEMBERSHIP INTERESTS IN THE COMPANY AND ITS SERIES OFFERED HEREUNDER HAVE NOT BEEN REGISTERED WITH OR APPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, THE TEXAS STATE SECURITIES BOARD, OR ANY OTHER STATE SECURITIES REGULATORY AUTHORITY. THE INTERESTS ARE BEING OFFERED IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION REQUIREMENTS OF FEDERAL AND STATE LAW, SPECIFICALLY SECTION 4(A)(2) OF THE SECURITIES ACT OF 1933, RULE 506(C) OF REGULATION D PROMULGATED THEREUNDER, AND APPLICABLE EXEMPTIONS UNDER THE TEXAS SECURITIES ACT.
+THE MEMBERSHIP INTERESTS IN THE COMPANY AND ITS SERIES OFFERED HEREUNDER HAVE NOT BEEN REGISTERED WITH OR APPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, THE TEXAS STATE SECURITIES BOARD, OR ANY OTHER STATE SECURITIES REGULATORY AUTHORITY. THE INTERESTS ARE BEING OFFERED IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION REQUIREMENTS OF FEDERAL AND STATE LAW, SPECIFICALLY SECTION 4(A)(2) OF THE SECURITIES ACT OF 1933, RULE 506(C) OF REGULATION D PROMULGATED THEREUNDER, AND APPLICABLE EXEMPTIONS UNDER THE TEXAS SECURITIES ACT AND OTHER STATE “BLUE SKY” LAWS.
 
 THE INTERESTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
 
-MEMBERSHIP INTERESTS ARE HIGH-RISK, ILLIQUID INVESTMENTS SUITABLE ONLY FOR PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. MEMBERSHIP INTERESTS MAY ONLY BE OFFERED TO AND ACQUIRED BY PERSONS WHO MEET THE INVESTOR SUITABILITY REQUIREMENTS ESTABLISHED BY THE COMPANY AND SET FORTH IN ARTICLE 5 OF THIS AGREEMENT. THE COMPANY RESERVES THE RIGHT TO REJECT ANY SUBSCRIPTION FOR ANY REASON AND IS NOT OBLIGATED TO ACCEPT ANY SUBSCRIPTION EVEN IF AN INVESTOR MEETS ALL SUITABILITY REQUIREMENTS.
+MEMBERSHIP INTERESTS ARE HIGH-RISK, ILLIQUID INVESTMENTS SUITABLE ONLY FOR PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. MEMBERSHIP INTERESTS MAY ONLY BE OFFERED TO AND ACQUIRED BY PERSONS WHO MEET THE INVESTOR SUITABILITY REQUIREMENTS ESTABLISHED BY THE COMPANY AND SET FORTH IN ARTICLE 5 OF THIS AGREEMENT. SPECIFICALLY, INVESTORS MUST QUALIFY AS “ACCREDITED INVESTORS” AS DEFINED IN RULE 501(A) OF REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE COMPANY RESERVES THE RIGHT TO REJECT ANY SUBSCRIPTION FOR ANY REASON AND IS NOT OBLIGATED TO ACCEPT ANY SUBSCRIPTION EVEN IF AN INVESTOR MEETS ALL SUITABILITY REQUIREMENTS.
+
+THE COMPANY MAY CONDUCT MULTIPLE OFFERINGS OF MEMBERSHIP INTERESTS ACROSS VARIOUS SERIES. THESE OFFERINGS ARE SUBJECT TO INTEGRATION RULES UNDER REGULATION D, WHICH MAY AFFECT THE AVAILABILITY OF EXEMPTIONS FROM REGISTRATION. THE COMPANY HAS STRUCTURED ITS OFFERINGS TO COMPLY WITH THE SAFE HARBORS PROVIDED UNDER RULE 502(A) OF REGULATION D, BUT THERE CAN BE NO ASSURANCE THAT THE SEC OR STATE SECURITIES REGULATORS WILL NOT CHALLENGE THIS DETERMINATION.
 
 EACH INVESTOR MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF THIS INVESTMENT FOR AN INDEFINITE PERIOD AND BE ABLE TO WITHSTAND A TOTAL LOSS OF THEIR INVESTMENT. EACH INVESTOR MUST HAVE SUFFICIENT KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF THIS INVESTMENT.
 
-IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY, ITS SERIES, THIS AGREEMENT, AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.
+IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY, ITS SERIES, THIS AGREEMENT, AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS AGREEMENT OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ITS REPRESENTATIVES AS LEGAL, TAX, OR INVESTMENT ADVICE.
 
 NO REPRESENTATIONS OR WARRANTIES OF ANY KIND ARE INTENDED OR SHOULD BE INFERRED WITH RESPECT TO THE ECONOMIC RETURN OR TAX ADVANTAGES WHICH MAY ACCRUE TO THE INVESTORS. NO ASSURANCE CAN BE GIVEN THAT EXISTING TAX LAWS WILL NOT BE CHANGED OR INTERPRETED ADVERSELY, WHICH COULD REDUCE THE ANTICIPATED TAX BENEFITS ASSOCIATED WITH AN INVESTMENT IN THE COMPANY OR ITS SERIES.
 
+THE COMPANY HAS NO OBLIGATION TO PROVIDE ONGOING INFORMATION ABOUT ITS BUSINESS, OPERATIONS, OR FINANCIAL CONDITION TO INVESTORS EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT OR AS REQUIRED BY LAW. INVESTORS SHOULD NOT EXPECT TO RECEIVE THE SAME LEVEL OF DISCLOSURE PROVIDED BY PUBLICLY TRADED COMPANIES.
+
 THE SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING MATERIALS. THESE SECURITIES ARE OFFERED UNDER AN EXEMPTION FROM REGISTRATION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THESE SECURITIES ARE EXEMPT FROM REGISTRATION.
 
+THIS NOTICE IS GIVEN PURSUANT TO APPLICABLE FEDERAL AND STATE SECURITIES LAWS, INCLUDING RULE 502(B) OF REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
+
 ## ARTICLE 2 - DEFINITIONS AND INTERPRETATION
 
 ### Section 2.1 - Defined Terms